Planning to open company USA operations from Vietnam is easier when the offshore approvals are mapped first. This article provides general information only and is not legal advice for any specific case. Regulations and fees may change – please consult a professional before acting.
Vietnamese individuals and companies increasingly look to the United States for expansion – setting up a subsidiary, acquiring shares in an open company USA structure, or opening a branch or representative office. The process spans both US-side incorporation and Vietnam-side outbound investment approval. Here is what to expect.
1. Choosing a US State
The United States has 50 separate state-level legal systems, and the state you incorporate in shapes your ongoing compliance, tax exposure and governance rules. Delaware and California are common choices for foreign-owned entities, but the right state depends on where the business will actually operate, its investors, and its industry.
2. Core Registration Requirements
To register a company in most US states, the open company USA formation filing typically requires:
- the name and street address of the company’s registered agent in that state;
- the street address of the company’s principal office, and mailing address if different;
- a signature from an authorised person (e.g. General Manager or CEO); and
- a certificate of good standing for the parent entity, generally issued within the prior six months by the relevant authority in its home jurisdiction.
Filing fees vary by state and entity type – for example, California has historically charged in the region of USD 70 for an LLC and USD 100 for a stock corporation, though current fee schedules should always be verified before filing.
3. Post-Incorporation Steps
Incorporation is the starting point, not the finish line. Depending on the state and business activity, post-incorporation steps commonly include obtaining an Employer Identification Number (EIN) from the IRS, opening a US bank account, registering for state and local taxes, and putting in place the corporate governance documents (bylaws, operating agreements, share registers) needed to operate compliantly.
4. Proceedings Required in Vietnam
Setting up in the US is only half the process for a Vietnam-based investor. Vietnamese law also requires:
- an Offshore Investment Registration Certificate from the Ministry of Planning and Investment; and
- registration of the related foreign exchange transactions for the outbound investment, approved by the State Bank of Vietnam.
These approvals govern how capital lawfully leaves Vietnam to fund the open company USA entity, and missing this step is one of the most common causes of delay or non-compliance for outbound investors.
Conclusion
Opening a company in the USA from Vietnam involves two parallel workstreams – US incorporation and compliance, and Vietnam-side outbound investment approval. Sequencing these correctly, with the right state and entity structure from the outset, avoids costly rework later.
Planning outbound investment into the US?
IVLF Advisors LLC advises Vietnam-based individuals and companies on outbound investment structuring, US incorporation coordination, and the required Vietnamese regulatory approvals. Explore our practice areas or contact us to discuss your plans.
Open company USA from Vietnam: FAQ
Which state should we choose?
Delaware remains the default for companies raising US venture capital; Wyoming and Texas suit holding and trading structures with lower fees; California makes sense only when your team physically works there. The choice shapes taxes, reporting and investor expectations, so we settle it before any filing when clients open company USA structures.
What approvals do we need in Vietnam first?
A Vietnamese individual or company investing capital abroad generally needs an outward investment registration certificate before remitting funds – details are published by the Ministry of Finance. Skipping this step blocks the money transfer at the bank, which is where most self-managed attempts to open company USA entities stall.
Can we open a US bank account remotely?
Yes – fintech platforms and several banks onboard non-resident founders with an EIN, formation documents and video verification. We sequence the EIN application immediately after formation so the account is usually live within three to four weeks.
What does the whole process cost?
State fees, registered agent, EIN and compliance calendar for year one typically run under two thousand dollars for a standard structure, plus the Vietnamese outward investment filing. We quote the full path to open company USA operations as one fixed fee, both jurisdictions included.
This article is provided for general information only and does not constitute legal advice for any specific case. Regulations may change – please consult a qualified professional before acting. Should further analysis be required, please contact one of our lawyers below.
